Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN STATE OF MINNESOTA DISTRICT COURT COUNTY OF CARVER FIRST JUDICIAL DISTRICT Paisley Park Enterprises, Inc., Case Type: Other Contracts and Comeriea Bank Trust, N.A., Court File No. as Personal Representative of the Estate of Prince Rogers Nelson, COMPLAINT Plaintiffs, v. George Ian Boxill, Defendant. Plaintiffs Paisley Park Enterprises, Inc. (?Paisley _Park?)yand Comeriea Bank Trust, N.A., as Personal Representative of the Estate of Prince Rogers Nelson (?Personal Representative?) (collectively, ?P1aintiffs?), by and through their attorneys, Fredrikson Byron P.A., 200 South Sixth Street, Suite 4000, Minneapolis, MN 55402, hereby bring this Complaint against Defendant George Ian Boxill (?Defendant? or ?Boxill?). Plaintiffs commenced an arbitration against Mr. Boxill before the American Arbitration Association on April 13, 2017. The purpose of this proceeding is to seek injunctive relief under Minn. Stat. 572B.08(a) preventing the threatened release of unpublished Prince recordings. INTRODUCTION 1. Prince Rogers Nelson, the international superstar and renowned artist known as ?Prince,? died on April 21, 2016, at Paisley Park in Chanhassen, Minnesota. A probate matter for the estate of Mr. Nelson (the ?Prince Estate?) was commenced on April 27, 2016 and is pending in Carver County, Minnesota, Court File No. Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN 2. Plaintiff Comerica Bank Trust, NA. is the Personal Representative for the Prince Estate. Plaintiff Paisley Park Enterprises, Inc. is a Minnesota corporation that was owned by Prince during his lifetime and is now owned by the Prince Estate. 3. A prodigious and successful songwriter and musician, Prince wrote and recorded thousands of songs during his lifetime. Prince chose what songs to release and when to release them. Some songs Prince recorded were not released during his lifetime. Since his untimely death, there is tremendous public interest in Prince and, in particular, in Prince songs that have not yet been released. 4. Prince worked with many sound engineers over the course of his career. One of them was Mr. Boxill. On information and belief, Mr. Boxill is a mixing and recording engineer who worked with Prince from time to time. Any and all recordings that Mr. Boxill worked on with Prince will be referred to collectively as the ?Prince Recordings.? 5. Mr. Boxill executed a Con?dentiality Agreement, pursuant to which he agreed that (1) all recordings that he worked on with Prince, whether prepared by Mr. Boxill or otherwise coming into his possession as a result of his work as a consultant, would remain Prince?s sole and exclusive property; (2) he would not use any recordings or property in any way whatsoever; and (3) he would return any such recordings or property to Prince immediately upon request. A copy of the Con?dentiality Agreement is attached as Exhibit A and incorporated herein. 6. On information and belief, Mr. Boxill performed s'ound engineering services for Prince on ?ve tracks in 2006. One of them was entitled ?Deliverance.? Pursuant to the Con?dentiality Agreement, Mr. Boxill was not authorized to use any of the tracks in any way whatsoever. Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN 7. 0n information and belief, Mr. Boxill possesses sound recordings and masters for the ?ve songs. Mr. Boxill is now trying to exploit one or more songs for his personal gain at the expense of the Prince Estate. 8. When Plaintiffs learned that Mr. Boxill was attempting to exploit sound recordings he obtained when working with Prince, they immediately demanded that Mr. Boxill return all Prince Recordings in his possession. Mr. Boxill refused, leading to this action. 9. Under the Con?dentiality Agreement, any and all of the Prince Recordings in Mr. Boxill?s possession, including ?Deliverance,? are the sole and exclusive property of Plaintiffs; Mr. Boxill has no right to use any of the Prince Recordings in any way whatsoever; and Mr. Boxill is required to return any and all of the Prince Recordings, including any and all masters, copies or reproductions thereof, including but not limited to ?Deliverance,? to Plaintiffs. PARTIES 10. Paisley Park Enterprises, Inc. is a Minnesota corporation with a registered of?ce address of 1010 Dale St. N., St. Paul, Minnesota 55117. 11. Comerica Bank Trust, N.A., is the court-appointed Personal Representative of the Estate of Prince Rogers Nelson. 12. George Ian Boxill is, upon information and belief, a resident of the State of California. VENUE AND JURISDICTION 13. Defendant is subject to personal jurisdiction in Minnesota and venue is proper in this Court because: a substantial part of the events giving rise to the claims occurred in Carver County, Minnesota; (ii) Defendant purposefully availed himself of the privilege of conducting business in Minnesota by entering into an agreement in Minnesota and rendering services in 10-CV-17-337 Filed in First Judicial District Court 12:28:26 PM Carver County, MN Minnesota and, in doing so, invoked the bene?ts and protections of Minnesota?s laws; and Defendant has consented to venue and jurisdiction in Minnesota, and acknowledged that Minnesota law governs in the Con?dentiality Agreement. 14. he agreed to, among other things, render mixing and engineering services to Prince. 15. ACTUAL, BACKGROUND In signing the Con?dentiality Agreement, Mr. Boxill agreed: 16. Any and all without limitation, records, documents, photographs or other physical material, including all copyright, trademark and other rights therein, relating to Paisley [as de?ned therein] obtained by [Mr. Boxill] in the course of [his] employment, [as] a consultant, whether prepared by [Mr. Boxill] or otherwise coming into [Mr. Boxill?s] possession through or as a result of [his] employment, shall remain Paisley?s sole and exclusive property, shall not be used by [Mr. Boxill] in any way whatsoever, and shall be returned to Paisley immediately upon request. Without limiting the foregoing, [Mr. Boxill] shall not photograph, tape, ?lm or otherwise record any likenesses, performances or activities of Paisley. On March 13, 2004, Mr. Boxill executed the Con?dentiality Agreement whereby The Con?dentiality Agreement includes a provision entitled INTEREST IN The Con?dentiality Agreement also includes a provision entitled RIGHT TO GIVE INTERVIEWS OR WRITE BOOKS, ARTICLES, In signing the Con?dentiality Agreement, Mr. Boxill agreed: [He] shall to any third party, whether or not related or af?liated with or to [him], any information concerning Paisley obtained by [him] in the course of [his] employment as a consultant. [He] further [agreed] that [he] shall not prepare or assist anyone in the preparation of any.. .creation whatsoever directly, or indirectly by implication, concerning Paisley involving any information obtained by [him] in the course of [his] employment as a shall not allow [his] name in any way to be associated with any of the foregoing. Filed in First Judicial District Court ?1452.329533335 {lit 17. Mr. Boxill provided services on private and con?dential recording projects with Prince during his work as a consultant and was compensated for his services. 18. Mr. Boxill did not have authorization to take any personal property from Paisley, including without limitation, any masters, copies or reproductions of the Prince Recordings, including ?Deliverance,? or any other device containing such Prince Recordings. 19. Mr. Boxill has presented certain Prince Recordings that he unlawfully removed from Paisley Park to third parties, in violation of the Con?dentiality Agreement. Mr. Boxill is attempting to release Prince Recordingsto the public for his own personal gain, and in disregard for the interests of Plaintiffs and the Prince Estate. 20. The Personal Representative has a property interest in the Prince Recordings in Mr. Boxill?s possession, including without limitation, the master recording of ?Deliverance? and any copies or reproductions thereof, and any other personal property belonging to Paisley Park or the Personal Representative pursuant to the Con?dentiality Agreement. 21. On March 21 and 27, 2017, the Personal Representative demanded that Mr. Boxill return all Prince Recordings in his possession, including any masters, copies or reproductions thereof. Mr. Boxill refused to do so. Immediate and Permanent Iniunctive Relief 22. Plaintiffs incorporate the above allegations. 23. The Prince Recordings are owned by Plaintiffs. Mr. Boxill is threatening to distribute them without Plaintiffs? permission. I 24. If Mr. Boxill releases the Prince Recordings in his possession, the Estate?s interests will be permanently and irreparably damaged. First, the Personal Representative is 1o-cv-17-337 Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County. MN charged with maximizing the value of undisclosed recordings, and is in a far better position to maximize their value than Mr. Boxill. 25. Second, Mr. Boxill?s threatened actions will damage the Estate?s contractual relationship with business partners. 26. Third, Mr. Boxill is threatening to exploit the personal interests of a deceased person that do not belong to him. The sound recordings in Mr. Boxill?s possession contain recordings of Prince singing and playing the guitar and keyboard. The Estate has not granted permission to Mr. Boxill to use or distribute Prince?s performances. If Mr. Boxill publishes sound recordings Prince made before he died without his authorization, it deprives Prince (and now the Estate) from choosing what is released to the public and when. 27. Finally, Mr. Boxill does not have the right to use Prince?s name, image or likeness in any manner. A planned and authorized song release generally includes the artist?s image and trademarks. Either Mr. Boxill intends to trade upon Prince?s trademarks and image in releasing the recordings (which would itself be actionable), or he intends to release the recordings without using Prince?s name, likeness or trademarks. Either way, the value of the recordings and the public?s perception of them would be irreparably damaged. If the Estate later wanted to release the songs, they would not be as valuable if Mr. Boxill had already publicized them. 28. Plaintiffs are entitled to an immediate and permanent injunction requiring that Mr. Boxill and all of those acting in concert with him return the Prince Recordings and refrain ?om further use of any material or information obtained during Mr. Boxill?s work with Prince. Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County. MN Breach of Contract 29. Plaintiffs incorporate the above allegations. 30. Mr. Boxill breached the Con?dentiality Agreement by disclosing and disseminating con?dential information and material, including Prince Recordings, to third parties; taking personal property, including Prince Recordings, from Paisley Park; unlawfully using personal property, including Prince Recordings, belonging to the Prince Estate; and refusing to immediately return the Estate?s personal property, including Prince Recordings, to the Personal Representative. 31. Plaintiffs performed all obligations and, to the extent they existed, any conditions precedent required by the Con?dentiality Agreement. 32. Plaintiffs are entitled to speci?c performance of the Con?dentiality Agreement and immediate return of the Prince Recordings, including any and all masters, copies or reproductions thereof. 33. Plaintiffs are further entitled to an immediate and permanent injunction requiring that Mr. Boxill return the Prince Recordings and refrain from further use of any material or information obtained during his work with Prince. 34. Plaintiffs suffered damages as a direct result of Mr. Boxill?s breach of contract, and therefore, they are entitled to damages in an amount to be proven at trial. COUNT Conversion 35. Plaintiffs incorporate the above allegations. 36. Mr. Boxill converted to his own use the Prince Recordings, including without limitation the record ?Deliverance,? when he removed Prince Recordings from Paisley Park. 10-CV-17-337 Filed in First Judicial District Court ?145312333233? ill?. 37. Mr. Boxill deprived Plaintiffs of their rights and property interest in the Prince Recordings by unlawfully removing them from Paisley Park and exercising dominion and control over them in a manner inconsistent with Plaintiffs rights and property interest as speci?ed in the Con?dentiality Agreement. Mr. Boxill?s conduct was and is without lawful justi?cation. 38. Mr. Boxill knew his taking of the Prince Recordings, re?lsal to return the Prince Recordings, and use and disclosure of the Prince Recordings were inconsistent with and in repudiation of Plaintiffs? rights and property interest in the Prince Recordings. 39. Mr. Boxill is attempting to bene?t from the Prince Recordings at the expense of Plaintiffs. 40. Plaintiffs are entitled to all damages caused by Mr. Boxill?s conversion of the Prince Recordings and refusal to return the Prince Recordings including any and all masters, copies or reproductions thereof. COUNT 1v 13.2mm 41. Plaintiffs incorporate the above allegations. 42. Mr. Boxill and/or his attorneys or other agents are currently in possession of the Prince Recordings, including any and all masters, copies or reproductions thereof. 43. Plaintiffs have a property interest in, and are entitled to possession of, the Prince Recordings including any and all masters, copies or reproductions thereof. 44. Pursuant to Chapter 565 of the Minnesota Statutes, Plaintiffs are entitled to an order granting them possession of the Prince Recordings including any and all masters, cepies or reproductions thereof, and requiring Mr. Boxill and/or his attorneys to deliver the Prince Recordings including any and all masters, copies or reproductions thereof to Plaintiffs. Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN 45. Pursuant to Chapter 565 of the Minnesota Statutes, Plaintiffs are entitled to an order directing the Sheriff to enter the premises of Mr. Boxill and/or his attorneys and secure the premises for the purpose of ensuring control over the Prince Recordings including any and all masters, c0pies or reproductions thereof. 99.215137. Civil Liability for Theft 46. Plaintiffs incorporate the above allegations. 47. Minn. Stat. 604.14, subd. 4 provides that person who steals personal property from another is civilly liable to the owner of the property for its value when stolen.? Minn. Stat. 604.14, subd. 2(4) provides ?theft? includes obtaining property of another ?by swindling, Whether by arti?ce, trick, device, or any other means.? Id. at subd. 48. Minn. Stat. 1 provides that a party liable for civil theft is liable for the value of the property stolen, plus punitive damages in an amount up to 100% of the property?s value when stolen. 49. By removing the Prince Recordings ?om Paisley Park without authorization, and in violation of the Confidentiality Agreement, as described herein, Mr. Boxill committed acts constituting the? of property under Minn. Stat. 604.14. 50. As a direct and proximate result of Mr. Boxill?s theft of the Prince Recordings, Plaintiffs have been damaged in an amount to be proven with speci?city at trial. 51. Pursuant to Minn. Stat. 604.14, Plaintiffs are entitled to recover the value of the stolen Prince Recordings, plus punitive damages up to 100% of the value of the Prince I Recordings. 1 -C - - 0 Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County. MN Misappropriation of Trade Secrets 52. Plaintiffs incorporate the above allegations. 53. The Prince Recordings and other proprietary and con?dential information obtained by Mr. Boxill through his work with Prince constitute prOprietary trade secrets because they are original information, compilations, products, technique and processes that derive independent economic value, and are not generally known to, or readily or widely ascertainable by proper means. 54. Plaintiffs took reasonable steps to maintain the secrecy of the Prince Recordings and other proprietary and con?dential information to Mr. Boxill by requiring that Mr. Boxill execute the Con?dentiality Agreement, and by not giving Mr. Boxill any permission or authority to make use of the Prince Recordings or other proprietary and con?dential information belonging to Prince. 55. Mr. Boxill knew and understood that he had a duty to maintain the con?dentiality of the Prince Recordings and other proprietary and con?dential information pursuant to the Con?dentiality Agreement. 56. Mr. Boxill has willfully, intentionally, and maliciously by improper means, and continues to willfully, intentionally, and maliciously misappropriate by improper means, the Prince Recordings and other proprietary and con?dential information belonging to Prince. 57. Mr. Boxill?s conduct constitutes a violation of the Minnesota Uniform Trade Secrets Act Minn. Stat. 325001, et seq. 58. As a result of Mr. Boxill?s violation of the MUTSA, Plaintiffs have suffered losses and damages caused by the misappropriation, a precise amount to be determined at trial. 10 59. Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN As a result of Mr. Boxill?s violation of the MUTSA, Plaintiffs are entitled to a temporary and permanent injunction preventing Mr. Boxill from making any further use of any Prince Recordings or any other materials, documents or information obtained during his work with Prince. REQUEST FOR RELIEF WHEREFORE, Plaintiffs respectfully request that the Court: 1. Enter an Order ?nding that Mr. Boxill breached the Con?dentiality Agreement; 2. Enter an Order requiring speci?c performance of the Con?dentiality Agreement by Mr. Boxill; 3. Enter an Order ?nding that Mr. Boxill is liable for conversion; 4. Enter an Order ?nding that Mr. Boxill is liable for replevin; 5. Enter an Order ?nding that Mr. Boxill is liable for civil theft under Minn. Stat. 604.14; 6. Enter an Order ?nding that Mr. Boxill is liable for misappropriation of trade secrets under MU 7. Enter an Order requiring the return of the Prince Recordings, including any and all masters, copies and reproductions thereof, to the Personal Representative; 8. Enter a temporary restraining order and permanent injunction preventing Mr. Boxill and all of those acting in concert with him ?-om making any fin-ther use of any Prince Recording or any other materials, documents or information obtained during Mr. Boxill?s work with Prince; 9. Enter an Order in favor of Plaintiffs and against Mr. Boxill for all damages in an amount to be determined at trial, including any applicable interest and exemplary damages available under 11 Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN 10. Enter an Order in favor of Plaintiffs and against Mr. Boxill for all of Plaintiffs? attorneys? fees, costs and expenses incurred herein; and 11. Enter an Order for any such other and further relief as allowed by law or determined to be just and appropriate. Dated: April 14, 2017 s/Christopher D. Pham Lora M. Friedemann, (#0259615) Christopher D. Pham, (#0390165) FREDRIKSON BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402?1425 Telephone: 612.492.7000 lfriedemann@fredlaw.com cpham@fredlaw.com Attorneys for Plaintiffs 12 Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN ACKNOWLEDGEMENT Plaintiffs, through undersigned counsel, acknowledge that sanctions may be imposed under Minn. Stat. 549.211. Dated: Apri1'14, 2017 s/Christopher D. Pham Lora M. Friedemann, (#0259615) Christopher D. Pham, (#0390165) FREDRIKSON BYRON, PA. 200 South Sixth Street, Suite 4000 Minneapolis, NEN 55402-1425 Telephone: 612.492.7000 cpham@fredlaw.oom Attom eysfor Plain tif?s 61 105616_1.docx 13 Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN EXHIBIT A Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN CONFI: AGREEMENT . . Dated: Ladies and Gentlemen: . .. In consideration of your engaging me to render services and enter the private premises, it being to my bene?t that you 'do so, and for other good and valuable consideration, receipt of which is hereby aclgtowledged, I agree to the following con?dentiality conditions and commitments as essential to your engaging me. I also understand that this Agreement 1s not intended to be, nor shOuI'd it be construed to create any contract of employment. The term ?Paisley,? as used herein, shall include Paisley Park Enterprises and all its af?liated and related? entities, and the con?dentiality obligations to ?Paisley? hereunder shall extend and apply equally to any information or material of any kind concerning Prince Rogers Nelson or any of his family members, agents, business managers, and other representatives .1. PnomsENor momrrom I acknowledge and agree that the privacy of Parsley 1s highly valued and that all efforts are made to maintain con?dentiality with reSpect to all information and other material of every kind concerning Paisley Accordingly, I hereby agree that I shall not at any time use or disclose, directly or indirectly, any information 1n any way relating to Paisley, including, but by no means [in the way of limitation, any information cancerning Paisley?s business, personal life, ?nances,- investments, performances, professional relationships, or otherwise obtained by me in the course of my employment as a consultant, and all such information shall be deemed to be con?dential,. private, secret and'sensitive and shall be kept con?dential and secret. I 2. No INTEREST IN PROPERTY. Any- and all information described in paragraph 1 above, includinggwithout limitation, records, documents, photographs or other physical material; including all copyright, trademark and other rights therein, relating to Paisley obtained by me in the course of my employment, a consultant, whether prepared by me or otherwise coming into my possession through or as a result of my employment, shall remain Paisley? 3 sole and- exclusive property, shall not be used' oy me in any way whatsoever, and shall be returned to Paisley immediately upon request. Without limiting the foregoing, I shall not photograph, tape, ?lm or otherwise record any likenesses, performances or activities of Paisley . EXHIBIT Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN 3. NO RIGHT TO GIVE INTERVIEWS 0R WRITE BOOKS, ARTICLES, ETC. I agree that I shall not give any interviews, lectures or speeches concerning Paisley, or otherwise disclose to any third party, whether or not related or af?liated with or to me, any information concerning Paisley obtained by me in the course of my employment as a consultant. -I further agree that I shall not prepare or assist anyone in the preparation of any books, articles, . television or motion picture productions or other creation whatsoever directly, or indirectly by implication, concerning Paisley involving any information obtained by me in the course of my employment as a consultant, including, without limitation, any material concerning any person, whether or not ?ctional, whom any member of the public could or might associate with Paisley (regardless of whether or not there shall appear any disclaimer purporting to disassociate such ?ctitious person with Paisley). 1 further shall not allow my name in any way to be associated with any of the foregoing. 4. INJURY TO LEGAL REMEDIES. I acknowledge that any disclosure or dissemination by me of any of the information or material described in this agreement will cause severe and irreparable harm to Paisley. I also acknowledge that any disclosure or dissemination by me of any of the information or material described' in this agreement will deprive Paisley of the right to use such information or material or otherwise result' in a depletion of' 1ts value to Paisley. Therefore, it wduld be important and necessary to prevent me from disclosing or disseminating such information and material. I also . understand that it may be necessary to have a court or neutral arbitrator to order me to stop ?'om doing such acts and further agree that any claims, diSputes, or other matters regarding - unauthorized disclosure between the parties to this agreement arising out of or relating to this agreement or breach thereof shall be subject to and decided by arbitration' 1n accordance with the arbitration rules of the American Arbitration Association currently' 1n effect. A demand for arbitration shall be made prior to the date when institution of legal or equitable proceedings based on such claim, dispute or other matter' in question would be barred by the applicable statute of limitations. The award rendered by the arbitrator or arbitrators shall be ?nal and judgement may be entered upon it in accordance with applicable law in any comt' in Minnesota having jurisdiction thereof. Finally, I expressly agree that, also without limiting any other rights or remedies Paisley may have, Paisley shall be entitled to recover any and all monies or other bene?ts whatsoever received by me or on my behalffrom any and all sources in connection with any use or dissemination by me of any material so described' 1n this letter. I hereby irrevocably direct any third party payer(s) of such monies and other bene?ts to pay same directly to Paisley, payment of which shall satisfy fully their obligation to make such payments to me. The foregoing shall not, however, release any third party from liability for participating' or inducing a breach of this agreement, or otherwise for violating any rights of Paisley.' Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN . 5.. ENFORCEABILTY 1,1:5 If}: - . I believe that the agreements I am making in this letter are reasonable and valid; however, if any court determines that any of them or any part thereof, is invalid or unenforceable, the remainder of my agreements shall not thereby be affected and shall be given full farce and effect without regard to the invalid portions. . 1 . If any court determines that any of my agreements or any part thereof . is unenforceable, such court shall have the power to reduce the scope and/or .dmation, as the case . may be, and, in its reduced form, such provision shall then be enforceablethe event a dispute arises concerning any of the provisions of this Agreement, it shall be submitted to and decided by binding arbitration pursuant to the laws of the State of Minnesota and the rules of the American Arbitration Association. The parties hereby stipulate that,? in the event there is litigation of any of the provisions in the Agreement, the Court ?le shall be sealed and the Court may issue a protective order prolu'bih?ng the disclosure of any of the Con?dential Information, and limiting the disclosure of any other information obtained through discovery 0 'u'n FEES . In the event (if anybreach, or threatened breach, by me, of any of the terms of this Agreement, the prevailing party is entitled to recovery at: his reasonable attorney s_ fees and costs incurred in connection with any action or proceeding arising gut: such . breach or threatened breach. '5 8. APPLICABLE LAW. - This Ageement, and any dispute or the existence, validity, meaning, interpretation, or alleged breach 9f this Agreement, than: in all' respects ts?b'e interpreted. . . and governed by the laws of the State to Minnesota?s?" ?ight" l'e? . . it seem!? a? . -. I flit? 'ugw? .gl'r" z: . 13161-5. .5 In. I have entered into this Agreement freely and _e %t .. have been informed of my option to eonsult with independent counsel before entering into this Agreement? - 15?" - $1351. ?O'i?vl@520 kin-?Er ??}K?9?gf?1h?gvfman'??wzywug ?335: ?4551-" {win-~11 . cf?t ?ve. .. .. . n'v? ACKNOWLEDGED: PAISLEY PARK ENTERERISES - . . . . . n/ 25/ at, . By: Printed Name . . .AnAuthorized Signatory ?3 1 0-CV-17-337 Filed in First Judicial District Court 4/14/2017 12:28:26 PM Carver County, MN INDEMNIFICATION AGREEMENT To the fullest extent permitted by law, the undersigned (the undersigned and the undersigned?s heirs, successors and assigns are collectively referred to herein as the ?Idemnit?ying Party") hereby indemnifies, defends and holds harmless Paisley Park Enterprises, Inc., its af?liates and their respective shareholders, directors, of?cers (or equivalent capacities in entities other than a corporation), agents, contractors and employees (collectively, the ?Indemni?ed Parties") from and against all claims, damages, loss, liability or expense (including reasonable attorney?s fees and costs) of any kind (including, without limitation. damages to prOperty, personal injury or death) incurred by-the Indemnifying Party, its shareholders, directors, of?cers (or equivalent capacities in entities other than a corporation), agents, contractors, employees and invitees connected in any way with, arising out of or resulting from the Indemnifying Party?s affiliation or contractual relationship (whether written or oral) with the Indemni?ed Parties, engagement by the Indemni?ed Parties or use or occupancy of or may upon property or facilities owned, leased or otherwise used by the Indemni?ed Parties or use or occupancy of or entry upon property or facilities owned, leased or otherwise used by the Indemni?ed Parties. The Indemr?fying Party has the option to purchase and maintain such worker?s compensation insurance as will protect it and the Indemni?ed Parties as to the extent required by law. This Agreement is intended, to the extent permitted by law, to include indemni?cation for claims, damages, loss, liability or expense (including reasonable attorneys? fees and costs) of any kind (including, without limitation, damages to property, personal injury or death) arising from the negligent acts or omissions of the Indemni?ed Parties. - The Indemnifying Party aclmowledges and agrees that the Indemnifying Party?s execution and delivery of this Agreement is a material inducement to the Indemni?ed Parties to af?liate or contract with, engage, or permit the Indemnifying Party to use or enter upon property and facilities owned, leased or otherwise used by the Indemni?ed Party. If the foregoing indemnity is made void or otherwise impaired by any law controlling the construction thereof, such indemnity shall be deemed to conform to the fullest indemnity permitted by law. - - . - Dated: 0% [?51ch s. .s [w toll-v Titlidf?ny